Articles of Association. 3.1.1 The governing Articles of Association will be those attached hereto as Schedule 5 (Articles of Association) (as may be amended from time to time in accordance with this Agreement and the Articles of Association). 3.1.2 The Parties undertake to act in accordance with the governance rules set forth in this Agreement and to exercise, or refrain from exercising, as the case may be, their powers and rights, including voting rights, so as to facilitate the application of, and allow the compliance with, such governance rules whether or not such rules are reflected in the Articles of Association or the articles of association of any other Group Company. 3.1.3 In case of a conflict between any provisions of this Agreement and the Articles of Association or the articles of association of any other Group Company, (i) the provisions of this Agreement will prevail to the extent permitted by Law, and (ii) the Shareholders shall take any action in their capacity as shareholders of the Company, and the Company shall cooperate with and take any such action, which may be necessary or appropriate to achieve what was intended in this Agreement or in order to amend the Articles of Association or the articles of association of any other Group Company to be in accordance with such other provisions of this Agreement, to the extent permitted by Law. 3.1.4 Each of the Shareholders and the Company (i) acknowledges that there may be certain differences between this Agreement and the Articles of Association which could result in a conflict between this Agreement and the Articles of Association, and (ii) hereby waives any claim they may have against any other Party relating to any provision of the Articles of Association to the extent it conflicts with this Agreement.
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Samples: Joint Venture Agreement, Joint Venture Agreement, Joint Venture Agreement
Articles of Association. β
3.1.1 The governing Articles of Association will be those attached hereto as Schedule 5 (Articles of Association) (as may be amended from time to time in accordance with this Agreement and the Articles of Association).
3.1.2 The Parties undertake to act in accordance with the governance rules set forth in this Agreement and to exercise, or refrain from exercising, as the case may be, their powers and rights, including voting rights, so as to facilitate the application of, and allow the compliance with, such governance rules whether or not such rules are reflected in the Articles of Association or the articles of association of any other Group Company.
3.1.3 In case of a conflict between any provisions of this Agreement and the Articles of Association or the articles of association of any other Group Company, (i) the provisions of this Agreement will prevail to the extent permitted by Law, and (ii) the Shareholders shall take any action in their capacity as shareholders of the Company, and the Company shall cooperate with and take any such action, which may be necessary or appropriate to achieve what was intended in this Agreement or in order to amend the Articles of Association or the articles of association of any other Group Company to be in accordance with such other provisions of this Agreement, to the extent permitted by Law.
3.1.4 Each of the Shareholders and the Company (i) acknowledges that there may be certain differences between this Agreement and the Articles of Association which could result in a conflict between this Agreement and the Articles of Association, and (ii) hereby waives any claim they may have against any other Party relating to any provision of the Articles of Association to the extent it conflicts with this Agreement.
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Samples: Joint Venture Agreement